Offerings // Braemar Hotels & Resorts Inc.

BHR offering history

Every offering-related filing in Braemar Hotels & Resorts Inc.’s recent SEC record — registrations (announced capacity) kept separate from pricing documents (executed sales). Reviewed 1,000 filings back to Feb 22, 2017.

Last executed offering

Mar 14, 2022

8-K — priced deal (shares or notes)

Last registration (announced)

Mar 14, 2022

S-3 — capacity, not a sale

Executed, last 12 months

424B pricings + 8-K 3.02 sales

Registered, last 12 months

S-1/S-3/F-series registrations

Date	Filing		What it means
Nov 30, 2022	FWP →	MARKETING	Free-writing prospectus — offering being marketed
Nov 15, 2022	424B3 →	UPDATE	Prospectus update — often a resale registration, not necessarily new capital
May 16, 2022	FWP →	MARKETING	Free-writing prospectus — offering being marketed
Apr 4, 2022	424B3 →	UPDATE	Prospectus update — often a resale registration, not necessarily new capital
Apr 1, 2022	EFFECT →	EFFECTIVE	SEC declared a registration effective — selling can begin
Mar 14, 2022	8-K →	EXECUTED	Unregistered share sale disclosed (8-K item 3.02)
Mar 14, 2022	S-3 →	REGISTERED	S-3 registration — capacity to sell shares, not a sale yet
Jan 26, 2022	FWP →	MARKETING	Free-writing prospectus — offering being marketed
Jan 24, 2022	424B3 →	UPDATE	Prospectus update — often a resale registration, not necessarily new capital
Dec 27, 2021	8-K →	EXECUTED	Unregistered share sale disclosed (8-K item 3.02)
Nov 15, 2021	FWP →	MARKETING	Free-writing prospectus — offering being marketed
Nov 12, 2021	424B3 →	UPDATE	Prospectus update — often a resale registration, not necessarily new capital
Jul 12, 2021	424B5 →	EXECUTED	Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)
Jun 15, 2021	8-K →	EXECUTED	Unregistered share sale disclosed (8-K item 3.02)
May 26, 2021	424B5 →	EXECUTED	Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)
May 18, 2021	8-K →	EXECUTED	Unregistered share sale disclosed (8-K item 3.02)
May 12, 2021	424B2 →	EXECUTED	Prospectus supplement priced — shares or notes (large filers: often a bond deal)
May 5, 2021	424B2 →	EXECUTED	Prospectus supplement priced — shares or notes (large filers: often a bond deal)
May 5, 2021	8-K →	EXECUTED	Unregistered share sale disclosed (8-K item 3.02)
Apr 23, 2021	8-K →	EXECUTED	Unregistered share sale disclosed (8-K item 3.02)
Apr 21, 2021	424B5 →	EXECUTED	Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)
Apr 14, 2021	424B3 →	UPDATE	Prospectus update — often a resale registration, not necessarily new capital
Apr 14, 2021	EFFECT →	EFFECTIVE	SEC declared a registration effective — selling can begin
Apr 2, 2021	424B3 →	UPDATE	Prospectus update — often a resale registration, not necessarily new capital
Mar 22, 2021	S-3 →	REGISTERED	S-3 registration — capacity to sell shares, not a sale yet
Feb 10, 2021	424B2 →	EXECUTED	Prospectus supplement priced — shares or notes (large filers: often a bond deal)
Aug 12, 2020	424B5 →	EXECUTED	Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)
Feb 25, 2020	424B5 →	EXECUTED	Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)
Feb 21, 2020	EFFECT →	EFFECTIVE	SEC declared a registration effective — selling can begin
Jan 24, 2020	S-3/A →	REGISTERED	S-3/A registration — capacity to sell shares, not a sale yet
Dec 4, 2019	424B5 →	EXECUTED	Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)
Nov 13, 2019	S-3 →	REGISTERED	S-3 registration — capacity to sell shares, not a sale yet
Nov 13, 2019	FWP →	MARKETING	Free-writing prospectus — offering being marketed
Nov 15, 2018	424B5 →	EXECUTED	Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)
Nov 13, 2018	424B5 →	EXECUTED	Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)
Nov 13, 2018	FWP →	MARKETING	Free-writing prospectus — offering being marketed
Oct 31, 2018	424B5 →	EXECUTED	Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)
May 17, 2018	EFFECT →	EFFECTIVE	SEC declared a registration effective — selling can begin
Apr 25, 2018	S-3/A →	REGISTERED	S-3/A registration — capacity to sell shares, not a sale yet
Mar 20, 2018	S-3 →	REGISTERED	S-3 registration — capacity to sell shares, not a sale yet

BHR offering-related filings from SEC EDGAR, newest first (capped at 40). Each links to the original document.

Two honest limits. (1) A 424B takedown can price shares or notes — EDGAR’s metadata doesn’t say which, so open the document: large investment-grade filers use these mostly for bond deals (no dilution), small-caps mostly for shares. (2) At-the-market (ATM) programs sell shares gradually and individual sales are not separately filed — the visible footprint is the enabling shelf and its 424B5; actual ATM share counts surface later in the 10-Q/10-K share count. Educational information from public filings, not investment advice.

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BHR offering FAQ

When did BHR last execute an offering?

Per SEC filings, Braemar Hotels & Resorts Inc.'s most recent priced offering document is a 8-K filed 2022-03-14. Note a 424B takedown can price shares or notes (debt) — the linked document says which.

When did BHR last announce or register an offering?

The most recent registration is a S-3 filed 2022-03-14. A registration is capacity to sell shares — not a sale.

Does an offering always mean dilution?

Registered direct offerings and shelf takedowns issue new shares and dilute existing holders. Resale registrations (424B3/B7) let existing holders sell and do not create new shares. Secondary sales by insiders also do not dilute. Each row here is labeled with what it is.

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